A Place for Rover, Inc. ("Rover") entered into letter of intent to acquire Nebula Caravel Acquisition Corp. (NasdaqCM:NEBC) from a group of shareholders for $1.6 billion in a reverse merger transaction on January 9, 2021. A Place for Rover, Inc. ("Rover") entered into a definitive business combination agreement to acquire Nebula Caravel Acquisition Corp. (NasdaqCM:NEBC) from a group of shareholders in a reverse merger transaction on February 10, 2021. The transaction reflects an implied pro-forma enterprise value for Rover of approximately $1.35 billion. As a result of the transaction, each outstanding share of Rover common stock and preferred stock as of immediately prior to the effective time of the transaction, will be converted into, at the election of the holder thereof, the right to receive (a) an amount of cash or shares of Class A common stock of Nebula Caravel of an aggregate purchase price equal to $1.35 billion and (b) the contingent earn-out right to receive a pro rata portion of up to 22.5 million shares of Nebula Caravel common stock in the aggregate based on the achievement of certain trading price targets following the closing. Institutional investors have committed to a private investment of $50 million in Class A common stock of the combined company that will close concurrently with the transaction. Rover will continue as the surviving corporation in the merger. Post-closing, Rover shareholders will own 78%, Caravel shareholders will hold 18.6% and PIPE investors will own 3.4% of the combined company. Upon closing of the transaction, Nebula Caravel will be renamed “Rover Group, Inc.” and remain Nasdaq-listed under the ticker symbol "ROVR". Following the Merger, Caravel will change its name to A Place for Rover, Inc. d/b/a “Rover” and apply for continued listing on Nasdaq under the symbols “ROVR” and “ROVRW”.

Co-founder and Chief Executive Officer Aaron Easterly will continue to lead Rover's management team. Tracy Knox, Chief Financial Officer, Brent Turner, Chief Operating Officer, Susan Athey, Venky Ganesan, Greg Gottesman, Scott Jacobson, Megan Siegler and Kristina Lesliea will be Directors of combined company. Adam Clammer, Chief Executive Officer of Nebula Caravel and Founding Partner of True Wind Capital will serve as a Director on the combined company's board of directors. Nasdaq listing standards require that a majority of the Caravel Board be independent. The transaction is subject to the satisfaction or waiver of certain customary closing conditions, including, among others: certain regulatory approvals; approval by the stockholders of Rover and Nebula Caravel; the effectiveness of the proxy statement / registration statement on Form S-4 filed by Nebula Caravel in connection with the transaction; receipt of approval for listing on Nasdaq the shares of Nebula Caravel common stock to be issued in connection with the transaction; expiration or termination of waiting period or periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; and Nebula Caravel have at least $5,000,001 of net tangible assets upon the closing and the absence of any injunctions enjoining or prohibiting the consummation of the merger. Caravel Board recommends that Caravel stockholders vote “FOR” adoption of the business combination agreement. Rover and Nebula Caravel board of directors have unanimously approved the transaction. Caravel, Caravel Nebula Holdings, LLC (the “Sponsor”), Rover and the Persons set forth on Schedule I thereto (such Persons, together with the Sponsor, the “Sponsor Parties”) entered into a sponsor support agreement, pursuant to which, among other things, (i) each Sponsor Party and each director of Caravel agreed to vote to adopt and approve the Business Combination Agreement. Nebula Caravel Board recommends the shareholders to vote in favor of the transaction, in a meeting that will be held on July 28, 2021. As of July 12, 2021, Nebula Caravel Acquisition Corp's. registration statement on Form S-4 relating to the business combination, has been declared effective by the U.S. Securities and Exchange Commission. On July 28, 2021, the transaction is approved by shareholders of Nebula Caravel. The transaction is expected to close in the first half of 2021. As of February 16, 2021, the transaction is expected to close in second quarter of 2021. The closing of the Business Combination is anticipated to occur on or about July 30, 2021.

Morgan Stanley & Co. LLC is acting as exclusive financial advisor to Rover. Deutsche Bank Securities acted as lead financial advisor, capital markets advisor and private placement agent to Nebula Caravel. Michael Nordtvedt, John Brust, Craig Sherman and Robert T. Ishii of Wilson Sonsini Goodrich & Rosati is acting as legal advisor to Rover. Atif Azher, Naveed Anwar, Mark A. Brod, Stephen M. Wiseman, Russell Light, David E. Rubinsky, Genevieve Dorment, Andrew M. Lacy and Kelly Karapetyan Simpson Thacher & Bartlett LLP is acting as legal advisors to Nebula Caravel. American Stock Transfer & Trust Company acted as transfer agent to Nebula Caravel. William Blair & Company, L.L.C. and Stifel, Nicolaus & Company, Incorporated acted as financial advisors to Nebula Caravel. Morrow & Co., LLC acted as information agent to Nebula Caravel. WithumSmith+Brown, PC provider auditor's report on financials of Nebula Caravel. Kyle C. Krpata and Kevin David Thomas from Weil, Gotshal & Manges LLP acted as legal advisor to Rover Group, Inc. (NasdaqGM:ROVR).

A Place for Rover, Inc. completed the acquisition of Nebula Caravel Acquisition Corp. (NasdaqCM:NEBC) from a group of shareholders in a reverse merger transaction on July 30, 2021.Rover Group, Inc. common stock and warrants are expected to begin trading on the Nasdaq Stock Exchange under the ticker symbols "ROVR" and "ROVRW", respectively, commencing August 2, 2021. As of the open of trading on August 2, 2021, the Class A Common Stock and warrants of the Company (the “ Warrants ”), formerly those of Caravel, began trading on the Nasdaq Global Select Market under the symbols “ROVR” and “ROVRW”, respectively.